Dragonfly Energy Holdings Corp.

(a) On May 14, 2025, we received the Letter from the Staff indicating that, based upon our non-compliance with the $1.00 minimum Bid Price Requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market, the Staff had determined to delist our securities from Nasdaq unless we timely request a hearing before the Panel. The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of our common stock for the last 30 consecutive business days, we no longer meet this requirement. Pursuant to Listing Rule 5810(c)(3)(A)(iv), we are not eligible for any compliance period due to the fact that we have effected a reverse stock split over the prior one-year period. As previously disclosed, pursuant to the written notice received from the Staff on December 12, 2024 (the “Notice”), we are also currently not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires us to maintain a minimum MVLS of $35 million for continued listing on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have until June 10, 2025, to regain compliance with the MVLS Requirement, subject to extension by Nasdaq. We fully intend to timely request a hearing before the Panel, at which hearing we will request an extension within which to evidence compliance with the Bid Price Requirement and the MVLS Requirement. Our request for a hearing will stay any suspension or delisting action by the Staff pending the hearing and the expiration of any extension period granted by the Panel following the hearing. We intend to continue to take definitive steps in an effort to evidence compliance with the Bid Price Requirement and the MVLS Requirement. However, there can be no assurance that the Panel will grant our request for continued listing or that we will be able to evidence compliance with the Bid Price Requirement or the MVLS Requirement within any extension period that may be granted by the Panel or maintain compliance with the other Nasdaq listing requirements.

(b) None.

(c) During the fiscal quarter ended March 31, 2025, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K.